French IT consulting giant Cap Gemini is poised to purchase the consulting arm of Ernst & Young, a U.S.-based Big 5 accounting firm. In doing so, many differences need to be resolved, including negotiating with Ernst & Young entities all over the world as well as converting Ernst & Young partners into employees of publicly held Cap Gemini. Amidst all of the decisions, the market for IT consulting services is changing rapidly, further complicating the merger negotiations and implementation. Teaching Purpose: To study the range of issues that must be considered and resolved in negotiating a professional services firm merger, the valuation and motivational challenges associated with merging a private entity into a public entity, and the challenges of negotiating a cross-border merger.

The negotiations for the merger between Cap Gemini and Ernst & Young conclude, resolving issues of how to bring together Ernst & Young consulting partnerships from all over the world into the publicly held Cap Gemini. Reactions to the merger were optimistic within Cap Gemini and Ernst & Young, but analysts voiced concerns about a cultural clash between the two firms and the viability of the new firm's strategy.